Welcome to the Emmis second quarter earnings conference call. (Operator Instructions) Now I will turn the meeting over to Kate Snedeker with Emmis Communications.

Kate Snedeker

I want to extend a special welcome to all the Emmis employees joining us and those of you listening from our website.

We'll begin in a just a moment with opening comments from Emmis Chairman and CEO, Jeff Smulyan and Pat Walsh, our CFO. After their opening comments, our conference call moderator will come back on the line to instruct you on how to submit questions. Joining us to help answer your questions this morning is Rick Cummings, President of Emmis Radio.

A playback of this call will be available for the next week at 1-203-369-3289.

This conference call may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to Emmis' public filings with the SEC for more information on the various risks and uncertainties. Additional disclosures related to non-GAAP financial measures can be found under the Investors tab of our website, www.Emmis.com.

Jeffrey H. Smulyan

It's difficult to talk much about what we see. Usually that's a question we always get. There's no question, everybody on this call knows that this is an extremely challenged industry in an extremely challenging overall economy. Where it all goes, no one knows.

I can tell you that I think our people have worked harder in tougher times than I've ever seen in my over 30 years in the industry. There are a couple positives that I'd like to point. You know the numbers. Pat will go through all the numbers with you, but not a lot of surprises. Our numbers comport with what you've seen in our industry. But there are some things that Emmis is doing that give me a lot of hope for the future.

Our Interactive Group, led by Deb Esayian and Rey Mena already signed up well over 100 affiliates in clearly leading the way in our industry in mirroring our audiences and our advertisers in a way that we think serves the industry quite well.

Our International Division Group, led by Paul Fiddick and Barbara Brill, the business is up 50% in Hungary, 40% in Slovakia. Our networks in those two countries reach by far the largest amount of people in both countries, as well as our operations in Bulgaria and Belgium. It's been a very, very big bright spot in an otherwise tough time.

A couple of other things that we're doing. Leading the Broadcaster Traffic Consortium that Paul Brenner has led and Scott Enright; we could not be more pleased with that. And then also the company leading through some of our 360 sales efforts and our involvement with some industry ideas that we really do believe will lead this industry back to a much better place than it's been.

And I just want to take one second. You all know about 20/20. You all know that we at Emmis are taking the lead in getting radio tuners in cell phones. Those things are very encouraging.

I think the most important thing that I want to stress is, as people step back and look at this industry, the consumption of the industry, it's remarkable. Two things are remarkable: that the perception is as weak as it's been - we are addressing that - but that, through all of this, radio listening has held up. And in tough times, when people get confused about various subscriber models and cost of doing this and that, I think it's not lost on major advertisers that this is a business that reaches on a [six]plus basis 260 million people every week. That's a very vibrant business that I think people have lost sight of and I think we're helping lead the way to explore why that can [inaudible], and we're doing that in all sorts of areas.

So we'll take questions on that, and I now want to turn it over to Pat.

Patrick Walsh

We'll try to move through this quickly so we can get to those questions.

Our diluted net income from continuing operations for the quarter ended August 31 was $0.02 per share which compares to $0.04 during the prior fiscal year. The $0.02 per share in diluted net income compares favorably to First Call's breakeven estimate.

Our net revenues for the second fiscal quarter were $94.2 million compared to a First Call estimate of $90.8 million, so we beat that estimate. The $94.2 million figure represents a 1.5% decrease over the prior period.

Pro forma net revenues for the fiscal second quarter decreased 2.9% compared to the prior year.

Our Domestic Radio net revenues underperformed our markets during the fiscal second quarter. Our net revenues decreased 8% compared to a 7% decrease in our markets. The domestic radio net revenues include certain revenue performance guarantees associated with our national sales representation agreement. During the second quarter, excluding any revenue guarantees, our Domestic Radio net revenues were down 11%.

Each of our clusters trailed their market performance during the quarter. Our L.A. cluster finished the quarter down 13% on a market off 11%. KPWR continued to outperform the market, but its share gains were more than offset by continued weakness at KMVN. Our New York stations were down 14% with the New York market off 7%. Hot 97 and KISS performed largely in line with the market, however revenues at our reformatted WRXP in its second quarter of operation are still developing and considerably short of revenues recorded at the former WQCD in last year's second quarter. The Chicago market finished off 2% and our Emmis stations were off 15%.

Excluding any national guarantees, our Domestic Radio stations are currently pacing down mid-teens for the fiscal quarter ending November 30, 2008 on general economic softness having a significant impact on national and local pacings, offset to some degree by positive trends in NTR and Interactive revenue growth.

International Radio continued to build on its recent successful results during the quarter. Net revenues for the second quarter were $14.9 million, up 40% compared to the prior year and up 38% on a pro forma basis. Our Slovakian operation, Radio Expres, continues to drive our International growth, with revenues up 42%. Our market-leading Hungarian station, Sláger Rádió, chalked up 40% revenue growth during the quarter. Our operations in Bulgaria grew 35% and Belgium 22%.

Approximately 60% of the revenue gains are attributable to the weakening U.S. dollar. Irrespective of the foreign currency gain, the performance of our International Division has been outstanding. We expect this strong performance to continue in the coming quarter.

Pro forma revenues in our Publishing Division were down 7% during the second quarter to $20.9 million. General economic weakness began to erode revenue growth at most of our city regional magazines. With the exception of Cincinnati Magazine, which recorded 14% growth, and our crafting publication, Country Sampler, each of our magazines saw decreases in net revenue during the second quarter. This weakness has persisted during the third quarter to date, with pacings down 14% compared to the prior year.

During the second quarter we made the decision to indefinitely suspend publication of Tu Ciudad Los Angeles. Tu Ciudad's results have been classified in discontinued operations and those results include $1.2 million of operating expenses, including shutdown related costs.

In July we completed the sale of WVUE-TV in New Orleans to Louisiana Media for $41 million in cash. We recognized a loss on sale of $600,000 net of tax, which is included in discontinued operations.

The company plans to utilize the proceeds from the WVUE-TV sale to fund the TV proceeds quarterly bonus program. The program was instituted during the quarter and became effective September 1st. Under the program, the company will pay quarterly bonuses to certain employees to offset salary reduction at the company's subsidiary, Emmis Operating Company. The program is outlined in more detail in the 10-Q and will have the effect of increasing defined consolidating operating cash flow under Emmis Operating Company's revolving credit term loan agreement.

Back to Domestic Radio and some additional info on the second quarter. National was off 13% compared to our markets being down 9%. Local was down 14% on markets down 9%. During the second quarter, our largest category, Automotive, represented 13% of our radio revenues. Automotive revenues decreased 21% year-over-year. The only top 10 category that saw gains was Beverages. Retail and Financial Services, as one would expect, showed greater than 20% declines. During the second quarter, sellout was up 1% and our average unit rate down 12%.

On the expense side during the second quarter our pro forma station operating expenses excluding depreciation and amortization decreased 4%. Domestic Radio expenses in the second quarter were down 9% as a result of lower revenue-related expenses, lower marketing and promotion expenses, lower health care claims, offset to some degree by expense growth at Emmis Interactive. As we outlined on our last call, we expect a long single digit increase in the third quarter's Domestic Radio expenses as a result of PPM-related marketing in our largest markets and higher rating costs. Domestic Radio expenses will be more in line with the first and second quarter decreases during our fiscal fourth quarter.

International Radio expenses increased 22% on a pro forma basis, in part due to the weakening dollar along with increased sales expenses associated with our fast-growing operation.

Publishing expenses were down 2% year-over-year, and our Corporate expenses, excluding depreciation and amortization, were down 11% in the quarter.

On the balance sheet, at August 31st we have $436.5 million outstanding under our term loan. Our leverage ratio as defined by our credit agreement was [5.89] times, and our fixed charge coverage ratio stood at 1.54 times. Our weight average cost of debt at 8/31 was 5.59%.

Capital spending in the first quarter was $1.9 million, down 2% from the prior year, and we continue to expect Capex to fall in the range of $7 million for fiscal 2009.

Foreign exchange in the quarter in dollar terms, how much did that help in revenue and SOI in the Radio Division?

Secondly, you gave us the 5.89 times leverage at the end of the quarter. I just wanted to understand what the differences are, if you can help us in understanding how the adjustments to the calculation of that leverage will differ from, if you will, standard [EBITDA] calculations so that we can project better where your leverage would be in a few quarters.

Patrick Walsh

Lee, I tell you, it's a long schedule that we actually post on the website, and I would encourage you and the other analysts to probably seek that out rather than spend a great deal of time kind of walking through each of those adjustments to get to kind of what EBITDA is per the credit agreement.

Lee Westerfield - BMO Capital

Okay, that's fine. I will seek it out there.

And then finally, you mentioned pacings in the Domestic Radio excluding guarantees from National Media. What would they be with the guarantees?

Patrick Walsh

We're still trying to work through what that would be. It will obviously be additive. It'll add a few points improvement to where we would be given where pacings are right now.

Lee Westerfield - BMO Capital

And then the foreign exchange?

Patrick Walsh

It's about 60%, so if you take our results we were up in local currency about half that, about 20%, I think, for International. And we actually don't break out their cash flow for the International entities.

Operator

Your next question comes from Marci Ryvicker - Wachovia.

Marci Ryvicker - Wachovia

Are you seeing a lot of cancellations at this point or is it just difficult to actually make the sale?

And then secondly, I think you have a share buyback plan in place. Any activity on that? Any comments on that?

Patrick Walsh

Why don't I knock the second one out, and then Jeff and Rick can talk about cancellations and just business.

But we do have authorization and have a buyback program in place for our common and our preferred, but during the quarter we didn't repurchase any shares under that program.

Lee Westerfield - BMO Capital

Rick, do you want to talk about the cancellations?

Richard L. Cummings

We've went back and tracked it because we were concerned about that and we talk about it every week. About a little over a half million dollars in cancellations over the last two-week period. It's a little higher than normal, yes, but not significantly so, not yet. But that's something we're looking at very, very carefully.

The cancellations run the gamut. Some are auto and you can guess why those are happening, but we've also had a couple of movies that cancelled pretty big schedules because they had a good weekend at the box office. So it's unclear at this point, but there's certainly some activity there.

Operator

Your next question comes from Jim Boyle - C.L. King and Associates.

Jim Boyle - C.L. King and Associates

Rick, you've run radio stations and worked at radio stations through many recessions. What scares you the most about this one?

Richard L. Cummings

Well, I think it's the unknown parts of it, Jim. You know, we've been through these before; Jeff and I have been through a couple of them together. I think the thing that is a little more uncertain about this one is just how long it's going to be with us. I still hear people debating whether we're actually in a recession. Those are the things we don't know about. And I guess the thing that makes it a little uncertain is that the industry has been in a year-over-year decline revenue-wise for a number of years, so this is certainly going to make it steeper.

In the past when we ran into these every year was a growth year and then you'd crash for a year and come back. So I think that's what makes this a little different and makes us wonder how it's going to look maybe a year from now.

Jeffrey H. Smulyan

Yes. Since I've been through as many of these as Rick has, I think the biggest challenge in all this is up until this time there really wasn't a perception that the radio industry was sort of dead. That's been the most challenging thing.

You know, having been at the convention and now a number of us are speaking on some panels with advertisers, when you really get through that, that's probably the reason that makes it the scariest but also gives us the most hope because you now start talking to advertisers and they start realizing that maybe some of the ways they've spent money may not have been so wise.

And the perception, you know, it's like - life's a series of pendulum swings. This industry's clearly, I mean, none of us have any equity value anymore, so clearly if the industry is still viable - which we think it is, reaching 260 million people a week - then it's been oversold. But that's the difference.

There's two questions: One, how bad is this? And listen, this particular downturn clearly is the strangest since 1929 and there's nobody on this call who was around. But along with that the question is the fundamental viability of the sector, you know?

Jim Boyle - C.L. King and Associates

Well along those lines, Jeff - and let me just give you some context - in the '60s the average annual revenue growth for radio was 7% growth; in the '70s, 10%; '80s, 10%; 1990s, 8% increase. In the 2000s so far it's been an average of below 2% and the last two years have been negative. How bad does it have to get before the leading radio groups try to adapt in a dramatically different way than that of before?

Jeffrey H. Smulyan

Well, Jim, number one, I disagree with some of your, number one. [With certainly the R&B], I think your numbers are wrong. I don't think we averaged 10, 10.

Jim Boyle - C.L. King and Associates

Those are the RAB numbers, but go ahead.

Jeffrey H. Smulyan

I just want to make sure we're comparing apples to apples. But we can deal with that offline. Jim, these companies are adapting. I've spent most of the last year in meetings with the CEOs of these companies. We meet regularly. When we don't meet, we talk on the phone regularly.

They know. These people are not completely asleep at the switch. They know this industry has to be reinvented.

The biggest challenge is - and people say your content - the challenge is not really the content. The challenge is the perception. If the content were as bad as some of our critics say, listening would have declined precipitously. It hasn't. It has fragmented less than almost any form of conventional media.

The problem is you must deal with the perception problem. It's why you do and you write about it very well every week, the disconnect between small market radio and large market radio. We've seen studies that the industry has done. The difference of perception between clients and advertising agencies is stark. It's why in small markets the clients are buying radio they're closest to the business - and in large markets the ad agencies are saying, "Gee, radio's over."

That's the biggest challenge that we have. And that, these people that - it's not like they've been in Hawaii or out playing golf for the last five years. They're focused on it. Changing a perception's very tough, Jim.

Jim Boyle - C.L. King and Associates

Jeff, final question, you were a very strong proponent of TV stations gaining a second revenue stream such a re-trans consent payments. Where or what second revenue stream could radio seriously explore or try to achieve?

Jeffrey H. Smulyan

Well, Jim, against the backdrop that, you know, 90% of all American television is viewed through a gatekeeper so that, when you pay your average $60 or $70 or $80 a month cable bill or satellite bill, they are collecting about 25% to 30% of that for programming. My complaint with over-the-air TV is they were the only part of the process that didn't get paid. So while the average American didn't know they were paying $4 a month for ESPN or $0.95 for Disney Channel or TNT, the local network affiliates got zero. So we thought that was a classic cross-subsidy.

We don't have a gatekeeper in radio. It's one of the reasons we love it so much. We directly reach 260 million people every week.

There's no filter in between us. But there is a chance for a remarkable new business and that is the ability to tag music. You can see in the last quarter we've done our experiment with Zune. Microsoft Zune loves that, and that's why there's a tuner in every Zune. And in the new Zunes you can have a button and when you hear a song on the radio you like, you hit a button and you buy the song. That could be remarkable commerce.

That's been the heart of our discussions with America's cellular industry. The cellular industry and everybody knows that 65% of all new music is discovered through us - terrestrial local radio. And we think that leads to a significantly large commerce platform.

So I would think tagging music, being able to instantly buy songs, as well as the ability to instantly interact with our advertisers on multiple platforms we think is a - it's not really a, you know, there's not going to be a subscription model like in television. As you know, the American satellite business is certainly suffering because nobody's ever made money in subscription radio. So that second revenue stream is not going to be there.

Our strength is that, our ability to reach those 260 million people every single week and also to be able to conduct commerce with this.

Operator

Your last question comes from Mike Kupinski - Noble Finance Group.

Mike Kupinski - Noble Finance Group

Following up on Jim's questions, let's assume that we are going, you know, if we're not in a recession we're going into one, and radio revenues likely will decline further under that environment, possibly down double digits next year. What opportunities do you have to cut costs and where would they come from?

And then I know that you're, I think, if you just kind of recall that your debt leverage covenants are 6.5 and, of course, you're under that right now, but under that environment it would be obvious that you would be bumping up against those debt covenants. Have you talked to the banks in terms of the willingness in terms of working through you, doing workouts in terms of the debt, that sort of thing? If you could just tell us a little bit about what you're hearing from the banks in talking to them about your credit.

Jeffrey H. Smulyan

Well, obviously there's some other things that we can do to cut. We're working on that. You also know that our program - I mean, listen, Mike, nobody knows exactly what happens. Obviously, we know we have peers that might be closer to these problems than we are. That doesn't mean we're not focusing on it every hour. We do believe we have some ways to solve any covenant issues for quite some time. I don't know if we want to talk about all that now.

Patrick Walsh

Well, the only thing I'd say, Mike, we disclosed this TV quarterly bonus plan which is part of our program to manage that step down that's coming in May. We were in discussions with all of our relationship banks as we put that in place, so they're aware of it. So we're close to them. They're updated on where the business is and where it's headed and what degrees of freedom we have to manage our expense base prudently.

And I think Jeff's right. We're looking at everything. We've been very aggressive in certain areas of the business that have fallen off. You've seen, I think, very solid results in terms of our prudent management of our expense base in the first two fiscal quarters. You should expect that type of behavior to continue.

Jeffrey H. Smulyan

Mike, as you know, this company's paid off over $1 billion in indebtedness in the last five years, so we're well aware of doing the things that we need to do.

Kate Snedeker

Before Jeff's closing comments, just a reminder that a replay of the call will be available until next Friday, 2033693289.

Jeffrey H. Smulyan

Obviously, these are very, very challenging times. None of us in any industry have seen anything quite like this in our lifetimes. All we can do at Emmis is thank the people that come to work every day and work very, very hard and probably have given us more innovation in this company in the last year than I've ever seen in the 30 years that I've been doing this. And if we keep our heads down, I have no doubt that our people will get through this and our industry will get through this. It's a vibrant industry that reaches many more people today than it did last year, and I think that we need to highlight that. But both this company and this industry have been through tough times before, and we'll make it through this one.

Kate Snedeker

Thank you.

Operator

This does conclude today's conference.

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